EXHIBIT 3.35



                                     BYLAWS
                                       OF
                              TP ACQUISITION CORP.
                               A Texas Corporation
                               (the "Corporation")

                                   ARTICLE I.

                                     OFFICES

     Section 1. Registered Office. The Corporation shall have and continuously
maintain a registered office in the State of Texas which may be, but need not
be, the same as its place of business (if located within the State of Texas).
The address of the registered office and the name of the registered agent at
such address shall be as set forth in the Corporation's Articles of
Incorporation.

     Section 2. Place of Business. In addition to its registered office, the
Corporation may have offices and places of business at such places, both within
and without the State of Texas, as the Board of Directors may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II.

                            MEETINGS OF SHAREHOLDERS

     Section 1. Annual Meetings. Annual meetings of the shareholders shall be
held at such times as shall be determined by the Board of Directors. At each
annual meeting, the shareholders shall elect a Board of Directors, and shall
transact such other business as may be properly brought before the meeting.

     Section 2. Special Meetings. Unless otherwise provided by the Articles of
Incorporation, special meetings of the shareholders may be called by the
President, the Board of Directors or the holders of shares representing not less
than of the votes entitled to be cast on any issue at meetings of shareholders.
A special meeting may be called for any purpose or purposes though business
transacted at a special meeting shall be confined to the purposes stated in the
notice of such meeting.

     Section 3. Place of Meetings. Meetings of the shareholders of the
Corporation shall be held at such places within or without the State of Texas as
shall be determined by the Board of Directors or, in the absence of such a
determination, meetings of shareholders shall be held at the principal office
of the Corporation.

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     Section 4. Notice of Meetings. Written notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than ten (10) nor
more than sixty (60) days before the date of the meeting, either personally or
by mail, by or at the direction of the President, the Secretary or the person
calling the meeting, to each shareholder entitled to vote at the meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the shareholder at his or her address as it appears on
the stock transfer books of the Corporation, with postage thereon prepaid.

     Section 5. Voting List. At least ten (10) days before each meeting of the
shareholders, a complete list of the shareholders entitled to vote at such
meeting, arranged in alphabetical order, with the residence of each and the
number of voting shares held by each, shall be prepared by the officer or agent
having charge of the stock transfer books. Such list shall be kept on file at
the registered office or principal place of business of the Corporation for a
period of ten (10) days prior to such meeting, and shall be subject to
inspection by any shareholder who may be present. The original stock transfer
books shall be prima facie evidence as to who are the shareholders entitled to
examine such list or transfer books or to vote at any meeting of shareholders.
Failure to comply with the requirements of this Section shall not affect the
validity of any action taken at such meeting.

     Section 6. Quorum of Shareholders; Adjournment.

          (A) The holders of shares representing a majority of the votes
entitled to be cast at a meeting, present in person or represented by proxy,
shall be requisite to and shall constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise provided by the
Articles of Incorporation or by these Bylaws. Once a quorum is present at a
meeting of shareholders, the shareholders represented in person or by proxy at
the meeting may conduct such business as may be properly brought before the
meeting until it is adjourned, and the subsequent withdrawal from the meeting of
any shareholder or the refusal of any shareholder represented in person or by
proxy to vote shall not affect the presence of a quorum at the meeting. Upon
attainment of representation by a quorum, subsequent to an adjournment of the
meeting, any business may be transacted which might have been transacted at the
meeting as originally notified.

          (B) If a quorum is not present or represented at any meeting of the
shareholders, the shareholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum is
present or represented. When a determination of shareholders entitled to vote at
any meeting of shareholders has been made as provided in these Bylaws, such
determination shall apply to any adjournment thereof except where the
determination has been made through the

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closing of the share transfer records and the stated period of closing has
expired.

     Section 7. Organization; Order of Business. The Chairman of the Board or
such other person as the Board of Directors may have designated or, in the
absence of such a person, the President of the Corporation or, in his absence
such person as may be chosen by the holders of shares representing a majority of
the votes which could be cast by those present, in person or by proxy, and
entitled to vote shall call to order any meeting of the shareholders and act as
chairman of the meeting. The Secretary of the Corporation, if present, shall act
as secretary of the meeting, but in his absence, the secretary of the meeting
shall be such person as the chairman of the meeting appoints. The chairman of
any meeting of shareholders shall determine the order of business and the
procedure at the meeting, including regulation of the manner of voting and the
conduct of discussion; but the order of business to be followed at any meeting
at which a quorum is present may be changed by the holders of shares of stock
present in person or by proxy and entitled to vote at such meeting (determined
by a majority of the votes cast).

     Section 8. Required Vote. With respect to matters other than elections of
directors, except as otherwise required by statute, the Articles of
Incorporation or these Bylaws, the vote of the holders of shares representing a
majority of the votes cast shall decide any question properly brought before
such meeting. Directors shall be elected by a plurality of the votes cast by the
holders of shares entitled to vote in the election of directors.

     Section 9. Method of Voting; Proxies. Each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of the shareholders, except to the extent that the voting rights of the
shares of any class or classes are enhanced or limited by statute, by the
Articles of Incorporation (including amendments thereto) or by agreement. At any
meeting of the shareholders, each shareholder having the right to vote shall be
entitled to vote in person, or by written proxy appointed by an instrument
executed by such shareholder. No proxy shall be valid after eleven (11) months
from the date of its execution, unless otherwise provided in the proxy. A proxy
shall be revocable unless expressly provided therein to be irrevocable and
unless otherwise made irrevocable by law. Each proxy shall be filed with the
Secretary of the Corporation prior to or at the time of the meeting. Any vote
may be taken by voice or by show of hands unless a shareholder entitled to vote
objects, in which case written ballots shall be used.

     Section 10. Action Without Meeting. Any action which must or may be taken
at any annual or special meeting of shareholders may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by (i) the holders of all the
shares entitled to vote with respect to the action that is the subject of

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the consent, or (ii) if the Articles of Incorporation so provide, the holders of
shares of stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote on the action were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those shareholders who did not consent in writing.

     Section 11. Telephone Meeting. Shareholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
which all persons participating in the meeting can hear each other.
Participation in a meeting pursuant to this Section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                  ARTICLE III.

                                    DIRECTORS

     Section 1. Management of the Corporation. The powers of the Corporation
shall be exercised by or under the authority of, and the business and affairs of
the Corporation shall be managed under the direction of, the Board of Directors
of the Corporation. Except to the extent otherwise limited by statute, the
Articles of Incorporation, or these Bylaws, the Board of Directors shall have
the broadest powers available under Texas law.

     Section 2. Number. The number of directors constituting the Board of
Directors shall be determined from time to time by resolution of a majority of
directors then in office, though less than a quorum; provided that at all times
the number of directors shall be at least one (1) and no decrease shall have the
effect of shortening the term of any incumbent director.

     Section 3. Qualifications, Election and Term. Directors need not be
residents of Texas or shareholders of the Corporation. The directors
constituting the Board of Directors shall be elected at the annual meeting of
shareholders by a plurality of the votes cast by the shareholders entitled to
vote at such election of directors. Each director, upon election to the Board of
Directors, shall hold office until the next annual meeting of shareholders and
until his or her successor is elected and qualified.

     Section 4. Chairman of the Board. The Board of Directors may elect a member
from the Board of Directors to serve as Chairman of the Board. The Chairman of
the Board shall preside at meetings of the Board of Directors and shareholders.

     Section 5. Removal. Any director may be removed either for or without cause
at any special or annual meeting of the

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shareholders by the affirmative vote of the holders of shares having a majority
of the entire number of votes entitled to be cast for the election of such
director, if notice of the intention to act upon such matter shall have been
given in the notice calling such meeting.

     Section 6. Vacancies. Any vacancies occurring in the Board of Directors for
any reason may be filled by a majority vote of the directors then in office,
though less than a quorum, or by election at an annual meeting of shareholders
or at a special meeting of shareholders called for that purpose; provided that,
during the period between any two (2) successive annual meetings of
shareholders, the Board of Directors may not fill more than two (2) vacancies
resulting from an increase in the number of directors. A director elected to
fill a vacancy shall be elected for the unexpired term of his or her predecessor
in office.

     Section 7. Place of Meetings. The directors of the Corporation may hold
their meetings, both regular and special, either within or without the State of
Texas.

     Section 8. Annual Meetings. Each newly elected Board of Directors shall
hold an annual meeting without further notice immediately following the annual
meeting of shareholders and at the same place, unless such place or time is
changed by a majority vote of the directors then elected and serving.

     Section 9. Regular Meetings. Regular meetings of the Board of Directors may
be held without notice at such times and places as may be fixed from time to
time by resolutions adopted by the Board of Directors and communicated to all
directors at their last known addresses. Except as otherwise provided by
statute, the Articles of Incorporation or these Bylaws, neither the business to
be transacted at, nor the purpose of, any regular meeting need be specified in
the notice or waiver of notice of such meeting.

     Section 10. Special Meetings. Special meetings of the Board of Directors
may be called by the President upon 24 hours' notice to each director,
personally or by mail, telegram or facsimile. Special meetings shall be called
by the President in like manner and on like notice on the written request of two
(2) directors. Except as may be otherwise expressly provided by statute, the
Articles of Incorporation or these Bylaws, neither the business to be transacted
at, nor the purpose of, any special meeting need be specified in the notice or
waiver of notice of such meeting.

     Section 11. Quorum; Majority Vote. At all meetings of the Board of
Directors, the presence of a majority of the number of directors fixed in
accordance with these Bylaws shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically required by

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statute, the Articles of Incorporation or these Bylaws. If a quorum is not
present at any meeting of the directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum is present. Upon attainment of representation by a
quorum, subsequent to an adjournment of the meeting, any business may be
transacted which might have been transacted at the meeting as originally
notified.

     Section 12. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
the director shall file his or her written dissent to such action with the
person acting as the Secretary of the meeting before adjournment thereof or
shall forward such dissent by certified mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.

     Section 13. Compensation. The Board of Directors shall have authority to
determine from time to time the amount of compensation, if any, which shall be
paid to its members for their services as directors and as members of standing
or special committees of the Board. The Board shall also have power in its
discretion to provide for and to pay to directors rendering services to the
Corporation not ordinarily rendered by directors as such, special compensation
appropriate to the value of such services as determined by the Board from time
to time. Nothing in these Bylaws shall be construed to preclude any directors
from serving the Corporation in any capacity other than as a director and
receiving compensation therefor.

     Section 14. Procedure. The Board of Directors shall keep regular minutes of
its proceedings. The minutes shall be placed in the minute book of the
Corporation.

     Section 15. Action Without Meeting. Any action required or permitted to be
taken at a meeting of the Board of Directors or any committee thereof may be
taken without a meeting if a consent in writing, setting forth the action so
taken, is signed by all the members of the Board of Directors or such committee,
as the case may be. Such consent shall have the same force and effect as
unanimous vote at a meeting, and may be stated as such in any document or
instrument filed with the Secretary of State. The signed consent or a copy
thereof shall be placed in the minute book of the Corporation.

     Section 16. Telephone Meeting. Members of the Board of Directors or of any
committee thereof may participate in and hold a meeting of the Board of
Directors of any committee thereof by means of conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear each other. Participation in a meeting pursuant to this Section shall

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constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                                   ARTICLE IV.

                             COMMITTEES OF THE BOARD

     Section 1. Designation and Authority. The Board of Directors may, by
resolution adopted by a majority of the full Board of Directors, designate from
among its members one or more committees, each of which, to the extent provided
in such resolution, shall have and may exercise all of the authority of the
Board of Directors in the management of the business and affairs of the
Corporation, except that no such committee shall have the authority of the Board
of Directors to: amend the Articles of Incorporation (other than in connection
with the issuance of shares in series); propose a reduction of the stated
capital of the Corporation; approve a plan of merger or share exchange of the
Corporation; recommend to the shareholders the sale, lease or exchange of all or
substantially all of the property and assets of the Corporation otherwise than
in the usual and regular course of its business; recommend to the shareholders a
voluntary dissolution of the Corporation or a revocation thereof; amend, alter
or repeal the bylaws of the Corporation or adopt new bylaws of the Corporation;
fill vacancies in the Board of Directors; fill vacancies in or designate
alternate members of any committee of the Board of Directors; fill any
directorship to be filled by reason of an increase in the number of directors;
elect or remove officers of the Corporation or members or alternate members of
any committee of the Corporation; fix the compensation of any member or
alternate members of such committee; or alter or repeal any resolution of the
Board of Directors that by its terms provides that it shall not be so amendable
or repealable; and, unless such resolution expressly so provides, no such
committee shall have the authority to authorize a distribution or to authorize
the issuance of shares of the Corporation.

     Section 2. Change in Number. The number of members of any committee may be
increased or decreased from time to time by resolution adopted by the Board of
Directors.

     Section 3. Removal and Vacancies. Members of committees may be removed by
the Board of Directors. Vacancies in committees may be filled by the Board of
Directors.

     Section 4. Transaction of Business. Committees shall transact business (at
meetings or by unanimous consent) in the same manner as the Board of Directors.

     Section 5. Responsibility. The designation of any committee and the
delegation of authority to it shall not operate

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to relieve the Board of Directors, or any member thereof, of any responsibility
imposed upon it or him by law.

                                   ARTICLE V.

                                     NOTICE

     Section 1. Manner of Giving Notice. Unless otherwise required by these
Bylaws, whenever any notice is required to be given under law, the Articles of
Incorporation or these Bylaws, such notice may be given in writing, and
delivered personally, through the United States mail, by a recognized express
delivery service (such as Federal Express) or by means of telegram, telex or
facsimile transmission, addressed to such director or shareholder, as the case
may be, at his or her address or telex or facsimile transmission number, as the
case may be. All notices shall be deemed to be given on the earlier of receipt
or at the time when the same shall be deposited in the mail or with an express
delivery service or when transmitted, as the case may be, addressed or directed
to the proper destination as it appears on the records of the Corporation, with
postage and fees thereon prepaid. An affidavit of the Secretary or Assistant
Secretary or of the transfer agent of the Corporation that the notice has been
given shall, in the absence of fraud, be prima facie evidence of the facts
stated therein.

     Section 2. Waiver of Notice. Whenever any notice is required to be given to
any committee member, director or shareholder of the Corporation under the
provisions of the statutes, the Articles of Incorporation or these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated in such notice, shall be deemed
equivalent to the giving of such notice. Attendance at a meeting shall
constitute a waiver of notice of such meeting, except where a person attends for
the expressed purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE VI.

                         OFFICERS, EMPLOYEES AND AGENTS:

                                POWERS AND DUTIES

     Section 1. Appointment of Officers. The Board of Directors shall appoint as
officers of the Corporation a President and a Secretary. The Board of Directors
may appoint a Treasurer, one or more Vice Presidents and such other officers
(including assistant officers) as the Board of Directors deems necessary or
appropriate. Additionally, unless expressly prohibited by the Board of
Directors, the President may appoint such assistant officers as the President
deems necessary.

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     Section 2. Oualifications. Officers of the Corporation need not be
directors or shareholders of the Corporation, or residents of the State of
Texas. Any two or more offices may be held by the same person.

     Section 3. Term of Office. Each officer of the Corporation shall hold
office for the term specified by the Board of Directors. If no term is
specified, each officer shall hold office until his or her successor is chosen
and qualifies, or until his or her earlier death, resignation or removal from
office. The designation of a specific term of office does not grant to an
officer any contract rights, and the Board of Directors may remove such officer
as provided in these Bylaws.

     Section 4. Removal; Filling of Vacancies. Any officer may be removed at any
time, for or without cause, by the Board of Directors or, if appointed by the
President, by the President. Such removal shall be without prejudice to the
contract rights, if any, of the person so removed. A vacancy occurring in any
office for any reason may be filled by the Board of Directors. A vacancy in any
office held by an officer appointed by the President may be filled by the
President unless such authority is limited by the Board of Directors.

     Section 5. Compensation. The compensation of all officers of the
Corporation shall be fixed from time to time by the Board of Directors. The
Board of Directors may from time to time delegate to the President the authority
to fix the compensation of any or all of the other officers of the Corporation.

     Section 6. President. The President shall be the Chief Executive Officer of
the Corporation and, subject to the provisions of these Bylaws, shall have
general supervision of the affairs of the Corporation and shall have general and
active control of all its business. The President shall have the power to call
special meetings of the Board of Directors and shareholders for any purpose or
purposes. Subject to the supervision, approval and review of the President's
actions by the Board of Directors, the President shall have authority to: cause
the employment or appointment of and the discharge of employees and agents of
the Corporation, other than officers, and fix their compensation; suspend for
cause, pending final action by the authority which shall have elected or
appointed the President, any officer subordinate to the President; make and sign
bonds, deeds, contracts and agreements in the name of and on behalf of the
Corporation and to affix the corporate seal thereto; sign stock certificates;
and, in general, exercise all the powers usually appertaining to the office of
president of a corporation, except as otherwise provided by statute, the
Articles of Incorporation, or these Bylaws. The President shall put into
operation the business policies of the Corporation as determined by the Board of
Directors, and as communicated to the President by such bodies. In carrying out
such business policies, the President shall, subject to the supervision of the
Board of Directors, have general management and control of the day-to-day
business opera-

                                        9



tions of the Corporation. The President shall see that the books, reports,
statements and certificates required by statutes or laws applicable to the
Corporation are properly kept, made and filed according to law. The President
shall be subject only to the authority of the Board of Directors in carrying out
the President's duties. Unless otherwise determined by the President or the
Board of Directors, in the absence of or disability of the President, the
President's duties shall be performed and the President's powers may be
exercised by the Vice Presidents in order of their seniority, or if there are
none, then the Secretary.

     Section 7. Vice Presidents. Each Vice President shall generally assist the
President and shall have such powers and perform such duties and services as
shall from time to time be prescribed or delegated to such Vice President by the
President or the Board of Directors.

     Section 8. Secretary. The Secretary shall see that notice is given of all
meetings of the shareholders and special meetings of the Board of Directors and
shall keep and attest true records of all proceedings at all meetings of the
shareholders and the Board of Directors. The Secretary shall have charge of the
corporate seal and have authority to attest any and all instruments or writings
to which the same may be affixed. The Secretary shall keep and account for all
books, documents, papers and records of the Corporation except those for which
some other officer or agent is properly accountable. The Secretary shall have
authority to sign stock certificates and shall generally perform all the duties
usually appertaining to the office of secretary of a corporation. In the absence
or disability of the Secretary, the Secretary's duties shall be performed and
the Secretary's powers may be exercised by the Assistant Secretaries in the
order of their seniority, unless otherwise determined by the Secretary, the
President or the Board of Directors.

     Section 9. Assistant Secretaries. Each Assistant Secretary shall generally
assist the Secretary and shall have such powers and perform such duties and
services as shall from time to time be prescribed or delegated to such Assistant
Secretary by the Secretary, the President or the Board of Directors.

     Section 10. Treasurer. The Treasurer shall be the chief accounting and
financial officer of the Corporation and shall have active control of and shall
be responsible for all matters pertaining to the accounts and finances of the
Corporation. The Treasurer shall audit all payrolls and vouchers of the
Corporation and shall direct the manner of certifying the same; shall receive,
audit and consolidate all operating and financial statements of the Corporation
and its various departments; shall have supervision of the books of account of
the Corporation, their arrangement and classification; shall supervise the
accounting and auditing practices of the Corporation; and shall have charge of
all matters relating to taxation. The Treasurer shall have the care and custody
of all monies, funds and securities of the Corporation;

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shall deposit or cause to be deposited all such funds in and with such
depositories as the Board of Directors shall from time to time direct or as
shall be selected in accordance with procedures established by the Board of
Directors; shall advise upon all terms of credit granted by the Corporation; and
shall be responsible for the collection of all its accounts and shall cause to
be kept full and accurate accounts of all receipts and disbursements of the
Corporation. The Treasurer shall have the powers to endorse for deposit or
collection or otherwise all checks, drafts, notes, bills of exchange or other
commercial papers payable to the Corporation and to give proper receipts or
discharges for all payments to the Corporation. The Treasurer shall generally
perform all the duties usually appertaining to the office of treasurer of a
corporation. In the absence or disability of the Treasurer his or her duties
shall be performed and his or her powers may be exercised by the Assistant
Treasurers in the order of their seniority, unless otherwise determined by the
Treasurer, the President or the Board of Directors.

     Section 11. Assistant Treasurers. Each Assistant Treasurer shall generally
assist the Treasurer and shall have such powers and perform such duties and
services as shall from time to time be prescribed or delegated to such Assistant
Treasurer by the Treasurer, the President or the Board of Directors.

     Section 12. Additional Powers and Duties. In addition to the foregoing
specially enumerated duties, services and powers, the several elected and
appointive officers of the Corporation shall perform such other duties and
services and exercise such further powers as may be provided by statute, the
Articles of Incorporation or these Bylaws, or as the Board of Directors may from
time to time determine or as may be assigned to them by any competent superior
officer.

                                  ARTICLE VII.

                           STOCK AND TRANSFER OF STOCK

     Section 1. Certificates Representing Shares. Certificates in such form as
may be determined by the Board of Directors and as shall conform to the
requirements of the statutes, the Articles of Incorporation and these Bylaws
shall be delivered representing all shares to which shareholders are entitled.
Such certificates shall be consecutively numbered and shall be entered in the
books of the Corporation as they are issued. Each certificate shall state on the
face thereof that the Corporation is organized under the laws of the State of
Texas, the holder's name, the number and class of shares and the designation of
the series, if any, which such certificate represents, the par value of such
shares or a statement that such shares are without par value and such other
matters as may be required by law. Each certificate shall be signed by the
President or a Vice President and the Secretary or an Assistant Secretary and
may be sealed with the seal of the Corporation or a

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facsimile thereof. If any certificate is countersigned by a transfer agent or
registered by a registrar, either of which is other than the Corporation or an
employee of the Corporation, the signature of any such officer may be a
facsimile.

     Section 2. Issuance. Subject to the provisions of the statutes, the
Articles of Incorporation or these Bylaws, shares may be issued for such
consideration and to such persons as the Board of Directors may determine from
time to time. Shares may not be issued until the full amount of the
consideration, fixed as provided by law, has been paid.

     Section 3. Payment of Shares. The consideration for the issuance of shares
shall consist of any tangible or intangible benefit to the Corporation,
including cash, promissory notes, services performed, contracts for services to
be performed, or other securities of the Corporation. In the absence of fraud in
the transaction, the judgment of the Board of Directors as to the value of
consideration received shall be conclusive. When consideration, fixed as
provided by law, has been paid, the shares shall be deemed to have been issued
and shall be considered fully paid and nonassessable.

     Section 4. Lost, Stolen or Destroyed Certificates. The Board of Directors,
the President, or such other officer or officers of the Corporation as the Board
of Directors may from time to time designate, in their discretion, may direct a
new certificate or certificates representing shares to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate or certificates to be lost, stolen
or destroyed. When authorizing such issuance of a new certificate or
certificates, the Board of Directors, the President, or any such other officer,
in their discretion and as a condition precedent to the issuance thereof, may
require the owner of such lost, stolen or destroyed certificate or certificates,
or his or her legal representative, to advertise the same in such manner as the
Board of Directors, the President or such other officer shall require and/or
give the Corporation a bond in such form, in such sum, and with such surety or
sureties, as they may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate or certificates alleged
to have been lost, stolen or destroyed.

     Section 5. Transfers of Shares. Shares of stock shall be transferable only
on the books of the Corporation at the direction of the registered holder
thereof or by such holder's duly authorized attorney. Upon surrender to the
Corporation or the transfer agent of the Corporation of a certificate or
certificates representing shares, duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, with all required
stock transfer tax stamps affixed thereto and cancelled or accompanied by
sufficient funds to pay such taxes, it shall be the duty of the Corporation or
the transfer agent of the Corporation to

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issue a new certificate or certificates to the person entitled thereto, cancel
the old certificate or certificates and record the transaction upon its books.

     Section 6. Registered Shareholders. The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by law.

     Section 7. Restriction on Transfer of Shares of Stock. These Bylaws
authorize (but do not require) a restriction on the transfer of the
Corporation's shares which:

          (A) maintains the status of the Corporation as an electing small
business corporation under Subchapter S of the United States Internal Revenue
Code;

          (B) obligates the holders of the restricted stock to offer to the
other holders of stock of the Corporation a prior opportunity, to be exercised
within a reasonable time, to acquire the restricted stock pursuant to an
agreement respecting the purchase and sale of the restricted stock;

          (C) obligates the Corporation to the extent permitted by law or any
holder of stock of the Corporation to purchase the stock which is the subject of
an agreement respecting the purchase and sale of the restricted stock; or

          (D) requires the Corporation and the holders of any stock of the
Corporation to consent to any proposed transfer of the restricted stock for the
purpose of preventing violations of federal or state law.

     No transfer of stock is valid or effective unless approved by the City
Council of Minneapolis, Minnesota. All stock certificates will contain the
following words, "The transfer of this stock certificate is invalid unless
approved by the City Council of Minneapolis, Mn."

     The Corporation will furnish to the holder of a certificate of stock in the
Corporation, without charge, upon written request to the Corporation at its
principal place of business or registered office, a copy of the Bylaws and the
Agreement, if any, restricting the transfer of stock.

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                                  ARTICLE VIII.

                                  MISCELLANEOUS

     Section 1. Fixing Record Dates. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive a distribution by the Corporation
(other than a distribution involving a purchase or redemption by the Corporation
of any of its shares) or a share dividend, or in order to make a determination
of shareholders for any other proper purpose (other than determining
shareholders entitled to consent to action by shareholders proposed to be taken
without a meeting of shareholders), the Board of Directors may (i) fix in
advance the record date for any such determination of shareholders, though such
record date shall not be more than sixty (60) days and, for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, shall not be less than ten (10) days, prior to the date on which
the particular action requiring such determination of shareholders is to be
taken, or (ii) close the share transfer records for a period of not more than
sixty (60) days and, for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, for a period of not less than
ten (10) days, prior to the date on which the particular action requiring such
determination of shareholders is to be taken. In the absence of any such action
by the Board of Directors, the date on which notice of the meeting is mailed or
the date on which the resolution of the Board of Directors declaring such
distribution or share dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. The record date for the
purpose of determining shareholders entitled to consent to an action shall be
fixed in accordance with applicable statutes.

     Section 2. Reserves. There may be created from time to time by resolution
of the Board of Directors, out of the earned surplus of the Corporation, such
reserve or reserves as the directors from time to time, in their discretion,
think proper to provide for contingencies, or to equalize dividends, or to
repair or maintain any property of the Corporation or for such other purpose as
the directors shall think beneficial to the Corporation. The directors may
modify or abolish any such reserve in the manner in which it was created.

     Section 3. Signature of Negotiable Instruments. All bills, notes, checks or
other instruments for the payment of money shall be signed or countersigned by
such officer, officers, agent or agents and in such manner as are permitted by
these Bylaws and/or as, from time to time, may be prescribed by resolution
(whether general or special) of the Board of Directors.

     Section 4. Fiscal Year. The business of the Corporation shall be conducted
on either a fiscal year or calendar year basis,

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and the selection of the basis to be used shall be, and is hereby delegated to
the discretion of the Board of Directors.

     Section 5. Seal. The Corporation's seal, if obtained, shall be in such form
as shall be adopted and approved from time to time by the Board of Directors.
The seal may be used by causing it, or a facsimile thereof, to be impressed,
affixed, imprinted or in any manner reproduced. Except as expressly required by
law, no action shall be invalid or unenforceable for failure to use the
corporate seal in connection therewith.

     Section 6. Books and Records. The Corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders and Board of Directors and shall keep at its registered
office or principal place of business, or at the office of its transfer agent or
registrar, a record of its shareholders, giving the names and addresses of all
shareholders and the number and class of the shares held by each.

     Section 7. Resignation. Unless otherwise expressly provided, any director,
committee member, officer or agent may resign by giving written notice to the
President or the Secretary. The resignation shall take effect at the time
specified therein, or immediately if no time is specified. Unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

     Section 8. Surety Bonds. Such officers and agents of the Corporation (if
any) as the President, or the Board of Directors may direct, from time to time,
shall be bonded for the faithful performance of their duties and for the
restoration to the Corporation, in case of their death, resignation, retirement,
disqualification or removal from office, of all books, papers, vouchers, money
and other property of whatever kind in their possession or under their control
belonging to the Corporation, in such amounts and by such surety companies as
the President or the Board of Directors may determine. The premiums on such
bonds shall be paid by the Corporation, and the bonds so furnished shall be in
the custody of the Secretary.

     Section 9. Interested Directors, Officers and Security Holders. No contract
or transaction between the Corporation and one or more of its directors,
officers or security holders, or between the Corporation and any other
corporation, partnership, association, trust, plan or other organization or
enterprise in which one or more of the Corporation's directors, officers or
security holders are directors, officers, security holders, members or
employees, or have a direct or indirect financial interest, shall be void or
voidable solely because of such position or interest, solely because the
director, officer or security holder is present at or participates in the
meeting of the Board of Directors or committee thereof which authorizes the
contract or transaction, or solely because the votes of such director, officer
or security holder are counted for such purpose, if:

                                       15



          (a) the material facts of the contract or transaction and of the
relationship or interest are known or disclosed to the Board of Directors or the
committee, and the Board or committee in good faith authorizes the contract or
transaction by the affirmative vote of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum;

          (b) the material facts of the contract or transaction and of the
relationship or interest are known or disclosed to the shareholders entitled to
vote thereon, and the contract or transaction is specifically approved in good
faith by a vote of the shareholders; or

          (c) the contract or transaction is fair to the Corporation as of the
time it is authorized, approved, or ratified by the Board of Directors, a
committee thereof, or the shareholders.

          Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction. No director shall be liable to
account to the Corporation for any profits realized by, from or through any such
contract or transaction by reason of an interest therein when such contract or
transaction has been authorized or ratified in accordance with the foregoing.
This section shall not be construed to invalidate any contract or transaction
which would otherwise be valid in the absence of this provision.

     Section 10. Indemnification. Any person who was, is, or is threatened to be
made, a named defendant or respondent in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, arbitrative, investigative
or administrative, any appeal in such action suit or proceeding, and any inquiry
or investigation that could lead to such an action, suit or proceeding
(collectively, a "proceeding"), by reason of the fact that he or she is or was a
director or officer of the Corporation, or, while a director or officer of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
shall be indemnified by the Corporation to the fullest extent authorized by the
Texas Business Corporation Act, as the same exists or may hereafter be amended
(but in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than such law
permitted the Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments, court costs,
fines, penalties, excise taxes, and amounts paid in settlement) reasonably
incurred or suffered in connection therewith and such indemnification shall
continue as to any such person who has ceased to be a director or officer and
shall inure to the benefit of such persons' heirs, executors and administrators.
The right to indemnification conferred in this Section shall

                                       16



be a contract right and shall include the right to be paid by the Corporation
the expenses (court costs and attorneys' fees) incurred in defending any such
proceeding in advance of its final disposition; provided, the applicable
requirements of the Texas Business Corporation Act are met prior to such
advancement.

     The right to indemnification and to the advancement of expenses conferred
in this Section shall not be exclusive of, nor shall it be construed to limit,
any other right which any person may have or hereafter acquire under any
statute, the Articles of Incorporation, these Bylaws, agreement, vote of
shareholders or otherwise.

                                   ARTICLE IX.

                                   AMENDMENTS

     These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted at any meeting of the Board of Directors at which a quorum is present by
the affirmative vote of a majority of the directors present at such meeting.

                                       17



                                   CERTIFICATE

     I, JUDITH L. REITZER, the undersigned Secretary of TP ACQUISITION CORP., do
hereby certify that the foregoing is a true and correct copy of the Bylaws of
said Corporation as duly approved at the organizational meeting of the Board of
Directors of the Corporation and as duly amended by action of the Board of
Directors through the date hereof.

     WITNESS my hand and the seal of the Corporation this the 22nd day of June,
1993.


                                         /s/ Judith L. Reitzer
                                         ---------------------------------------
                                         JUDITH L. REITZER, Secretary

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